FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For Quarterly Period Ended March 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _______ to ______
Commission File No. 0-17757
W-W CAPITAL CORPORATION
(exact name of Registrant as specified in its charter)
Nevada 93-0967457
------ ----------
(State or other jurisdiction of (IRS Employer Identi-
incorporation or organization) fication Number)
3500 JFK Parkway Suite 202 Ft. Collins, CO
------------------------------------------
80525 (Address of principal executive offices, including zip code)
(970) 207-1100
--------------
(Registrant's telephone number, including area code)
Not Applicable
--------------
(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes _X_ No ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether Registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
Yes ___ No ___ NOT APPLICABLE _X_
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Number of Shares Outstanding
- ------------------- at October 27, 1998
Common stock -------------------
$0.01 Par Value 5,540,661
W-W CAPITAL CORPORATION
Index
PART I FINANCIAL INFORMATION PAGE NO.
- ------ --------------------- --------
Item 1 Balance Sheets
- ------ March 31, 1999 and June 30, 1998 1
Statements of Operations
Three and Nine Months Ended
March 31, 1999 and 1998 3
Statements of Cash Flows
Nine Months Ended
March 31, 1999 and 1998 4
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis
- ------ of Financial Condition and Results
of Operations 7
PART II OTHER INFORMATION
- ------- -----------------
Item 1 LEGAL PROCEEDINGS 11
- ------
Item 2 CHANGES IN SECURITIES 11
- ------
Item 3 DEFAULTS UPON SENIOR SECURITIES 11
- ------
Item 4 SUBMISSION OF MATTERS TO VOTE OF
- ------
SECURITY HOLDERS 11
Item 5 OTHER INFORMATION 11
- ------
Item 6 EXHIBITS AND REPORT ON FORM 8-K 11
- ------
SIGNATURES 12
Part 1-FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
- -----------------------------
W-W CAPITAL CORPORATION
-----------------------
Balance Sheets
March 31, June 30,
1999 1998
---- ----
(Unaudited)
Assets
Current assets:
Cash ........................................................ $ 130,726 $ 281,449
----------- -----------
Trade accounts receivable ................................... 1,960,819 1,990,476
Less allowance for doubtful accounts ........................ (89,326) (104,500)
----------- -----------
Net accounts receivable ................................. 1,871,493 1,885,976
----------- -----------
Accounts receivable, other .................................. 43,557 60,593
Inventories:
Raw materials ........................................... 351,824 390,607
Work-in-process ......................................... 148,171 207,079
Finished goods .......................................... 2,843,423 2,559,813
----------- -----------
Total inventories .................................. 3,343,418 3,157,499
----------- -----------
Prepaid expenses ............................................ 120,032 19,262
Current portion of notes receivable
from related parties .................................... -- 893
Current portion of notes receivable, other .................. 23,162 20,342
----------- -----------
Total current assets .................................... 5,532,388 5,426,014
----------- -----------
Property and equipment, at cost .................................. 4,802,999 4,665,178
Less accumulated depreciation
and amortization ............................................ (2,701,675) (2,561,929)
----------- -----------
Net property and equipment .............................. 2,101,324 2,103,249
----------- -----------
Other Assets:
Long-term notes receivable from
related parties, net of current portion ................. 22,600 22,135
Long-term notes receivable, other, net
of allowance for doubtful accounts
of $10,000 and current portion .......................... 79,753 99,752
Other assets ................................................ 17,503 29,428
----------- -----------
Total other assets ...................................... 119,856 151,315
----------- -----------
TOTAL ASSETS ................................................ $ 7,753,568 $ 7,680,578
=========== ===========
(Continued on following page)
See accompanying notes to financial statements.
1
W-W CAPITAL CORPORATION
-----------------------
Balance Sheets, Continued
March 31, June 30,
1999 1998
---- ----
(Unaudited)
Liabilities
Current Liabilities:
Accounts Payable ............................................ $ 1,903,461 $ 1,714,738
Accrued property taxes ...................................... 37,668 29,646
Accrued payroll and related taxes ........................... 262,576 225,154
Accrued interest payable .................................... 17,132 25,158
Current portion of long-term notes payable .................. 476,000 300,000
Current portion of capital lease obligations ................ 21,000 --
Other current liabilities ................................... 7,713 14,542
----------- -----------
Total current liabilities ............................... 2,725,550 2,309,238
----------- -----------
Other Liabilities:
Long-term notes payable, net of current portion ............. 2,518,873 2,860,930
Long-term capital lease obligations, net
of current portion ...................................... 63,073 --
----------- -----------
Total other liabilities ................................. 2,581,946 2,860,930
----------- -----------
TOTAL LIABILITIES ....................................... 5,307,496 5,170,168
----------- -----------
Stockholders' Equity
Preferred stock: $10.00 par value, 400,000 shares
authorized -- --
Common stock, $0.01 par value, 15,000,000 shares authorized;
5,540,661 shares issued and outstanding at March 31, 1999
and June 30, 1998 ....................................... 55,406 55,406
Capital in excess of par value .............................. 3,304,629 3,304,629
Accumulated Deficit ......................................... (865,057) (800,719)
----------- -----------
2,494,978 2,559,316
Less 20,264 shares of treasury stock at cost ................ (48,906) (48,906)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY .............................. 2,446,072 2,510,410
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY .................................... $ 7,753,568 $ 7,680,578
=========== ===========
See accompanying notes to financial statements.
2
W-W CAPITAL CORPORATION
-----------------------
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
1999 1998 1999 1998
---- ---- ---- ----
Net Sales ............................... $ 3,960,721 $ 3,565,316 $ 11,801,859 $ 11,237,554
Cost of goods sold ...................... 3,211,060 2,907,739 9,780,395 9,168,487
------------ ------------ ------------ ------------
Gross profit ...................... 749,661 657,577 2,021,464 2,069,067
------------ ------------ ------------ ------------
Operating expenses:
Selling expenses .................. 361,355 297,625 979,449 881,110
General and administrative expenses 301,717 303,968 958,253 1,006,273
------------ ------------ ------------ ------------
Total operating expenses ..... 663,072 601,593 1,937,702 1,887,383
------------ ------------ ------------ ------------
Operating earnings ........... 86,589 55,984 83,762 181,684
------------ ------------ ------------ ------------
Other income (expenses):
Interest income ................... 18,184 19,279 54,190 63,723
Interest expense .................. (70,469) (86,089) (223,731) (256,946)
Gain (loss) on sale of assets ..... 1,500 8,000 1,653 (63,754)
Other income (expense), net ....... 4,075 18,273 19,788 76,351
------------ ------------ ------------ ------------
Total other income (expense) . (46,710) (40,537) (148,100) (180,626)
------------ ------------ ------------ ------------
Earnings (loss) before income taxes 39,879 15,447 (64,338) 1,058
Provision for deferred income taxes ..... -- -- -- --
------------ ------------ ------------ ------------
Net earnings (loss) ............... $ 39,879 $ 15,447 $ (64,338) $ 1,058
============ ============ ============ ============
Basic earnings (loss) per common share .. .01 .00 (.01) .00
============ ============ ============ ============
Diluted earnings (loss) per common share .01 .00 (.01) .00
============ ============ ============ ============
Weighted-average number of
common shares outstanding ............... 5,560,794 5,549,544 5,560,794 5,549,544
============ ============ ============ ============
See accompanying notes to financial statements.
3
W-W CAPITAL CORPORATION
-----------------------
Statements of Cash Flows
(Unaudited)
Nine Months Ended
March 31,
1999 1998
---- ----
Cash flows from operating activities:
Net earnings (loss) ............................... $ (64,338) $ 1,058
Adjustments to reconcile net earnings (loss)
to net cash provided by (used in) operating
activities:
Depreciation and amortization ................. 253,228 272,413
Gain on sale of property and equipment ........ (1,653) (8,600)
Loss on sale of real estate ................... -- 72,354
Change in assets and liabilities:
Accounts receivable ........................... 14,483 100,811
Inventories ................................... (185,919) 54,789
Other current and non-current assets .......... (71,808) (76,829)
Accounts payable .............................. 188,723 (605,105)
Accrued expenses and other current liabilities 30,589 11,363
----------- -----------
Net cash provided by (used in)
operating activities ................. 163,305 (177,746)
----------- -----------
Cash flows from investing activities:
Proceeds from sale of property and equipment ...... 3,000 600
Proceeds from sale of real estate ................. -- 198,681
Purchase of property and equipment ................ (74,363) (91,682)
Increase in other notes receivable ................ (8,090) --
Proceeds from other notes receivable .............. 25,268 4,793
Proceeds from stockholders' notes receivable ...... 428 9,285
----------- -----------
Net cash provided by (used in) investing
activities ........................... $ (53,757) $ 121,677
----------- -----------
(Continued on following page)
4
W-W CAPITAL CORPORATION
-----------------------
Statements of Cash Flows, Continued
(Unaudited)
Nine Months Ended
March 31,
---------
1999 1998
---- ----
Cash flows from financing activities:
Payments on lines-of-credit ....................... $ -- $ (150,000)
Payments on notes payable, related parties ........ -- (4,415)
Payments on notes payable, financial
institutions and government entities .......... (4,040,485) (241,858)
Payments on capital leases ........................ (13,405) --
Proceeds from notes payable ....................... 3,793,619 19,400
----------- -----------
Net cash used in financing activities ......... (260,271) (376,873)
----------- -----------
Net decrease in cash .............................. (150,723) (432,942)
Cash at beginning of period ....................... 281,449 357,373
----------- -----------
Cash at end of period ............................. $ 130,726 $ (75,569)
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest ........... $ 231,757 $ 264,571
Sold investment in real estate held for sale:
Receipt of note receivable .................... $ -- $ 110,000
Treasury stock acquired in sale of property ....... $ -- $ 30,000
Installment loans to acquire property and equipment $ 178,287 $ --
See accompanying notes to financial statements.
5
W-W CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited financial statements include the accounts of
W-W Capital Corporation (the Company) and its three wholly-owned subsidiaries
W-W Manufacturing Co., Inc., Titan Industries, Inc., and Eagle Enterprises, Inc.
All significant intercompany accounts and transactions have been eliminated.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. They do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations and changes in cash
flows in conformity with generally accepted accounting principles for full-year
financial statements. However, except as disclosed herein, there has been no
material change in the information disclosed in the notes to W-W Capital
Corporation's financial statements included in its Annual Report on Form 10-K
for the year ended June 30, 1998. In the opinion of management, all adjustments
(consisting of normal recurring accrual basis adjustments) considered necessary
for a fair presentation have been reflected in the accompanying financial
statements. Operating results for the three and nine month periods ended March
31, 1999, are not necessarily indicative of the result that may be expected for
the year ended June 30, 1999.
NOTE 2 - NET BASIC EARNINGS PER SHARE
- -------------------------------------
The net basic earnings (loss) per share amount included in the
accompanying statement of operations have been computed using the
weighted-average number of shares of common stock outstanding and the dilative
effect, if any, of common stock equivalents existing during the applicable three
and nine month periods.
NOTE 3 - RELATED PARTY TRANSACTION
- ----------------------------------
The Company has a number of related party transactions. See the
footnotes to W-W Capital Corporation financial statements for the year ended
June 30, 1998, included in its Annual Report on Form 10-K for the nature and
type of related party transactions.
6
A summary of the related party transactions that effect the Company's
statement of operations for the three and nine months ended March 31, 1999 and
1998, respectively, is as follows:
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
Transactions with
Related parties 1999 1998 1999 1998
- --------------- ---- ---- ---- ----
Rent expense ............... $15,000 $15,000 $45,000 $45,000
Interest income ............ -- -- -- 267
Interest expense ........... 434 592 1,423 1,885
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
- --------------------------------------------------------------------------------
The business of the Company is carried on within two segments by a
number of operating units. The livestock handling equipment segment is composed
of W-W Manufacturing (W-W Manufacturing) and Eagle Enterprises (Eagle), and the
water and environmental product segment is represented by Titan Industries
(Titan).
(A) Analysis of Results of Operations
---------------------------------
The Company incurred a net profit of $39,879 and a net loss of
$(64,338), for the three and nine month periods ended March 31, 1999, as
compared to net profits of $15,447 and $1,058 in 1998.
Net sales increased to $11,801,859 for the nine months ended March 31,
1999, compared to $11,237,554 for 1998. The following table represents actual
sales by segment group.
Sales by segment group: Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
1999 1998 1999 1998
---- ---- ---- ----
Livestock Handling Equipment $ 2,401,772 $ 2,330,670 $ 6,673,142 $ 6,706,532
Water and Environmental Products 1,558,949 1,234,646 5,128,717 4,531,022
--------- --------- --------- ---------
Total Sales $ 3,960,721 $ 3,565,316 $ 11,801,859 $ 11,237,554
========= ========= ========== ==========
7
The sales in the water and environmental product segment increased to $5,128,717
as compared to $4,531,022 for the corresponding period of 1998. The increase of
$597,695 is attributable to strong demand in the new manufactured and custom
fabricated products. Titan experienced its usual slow down during the holiday
season and the cold months of January and February. However, due to steps taken
to avoid this usual slow down and a mild winter season, Titan has experienced
strong sales through the nine months ended March 31, 1999. As weather improves
and we move into the normal strong selling season of spring, Titan is expecting
to see sales reach all time levels. The company continues to see strong
acceptance of its new products developed and introduced over the past year.
These products include Ver-Ta-Slot PVC, Enviroflex, mega-screen, and slotted
high-density polyethylene pipe. These products have allowed Titan the
opportunity to go into non-traditional water well markets such as horizontal
drilling, landfills, highway construction and various mining applications.
During the last quarter, Titan has developed a new hand back-up water pump which
has shown strong acceptance. With these new products, market improvements, and
Titan's commitment to quality and service, the Company is anticipating strong
sales throughout the spring, summer and fall selling seasons. Titan will
continue to expand into new markets through its efforts to establish new
distributors and manufacturing representation in all areas of the country. By
continually concentrating expansion in the south, east, and the west coast,
Titan should not be effected by weather and economies so as to eliminate major
impacts on sales.
Sales in the livestock equipment segment decreased slightly to $6,673,142 for
the nine months ended March 31, 1999 as compared to $6,706,532 for the same
period of 1998. This decrease of $33,390 was attributable to low cattle prices
and poor performance at the Dodge City plant during the first and second
quarters of the current fiscal year. Sales have rebounded and increased to
$2,401,772 for the three month period of January 1 through March 31, 1999 as
compared to $2,330,670 for the same period of 1998. The Company's efforts to
expand into products such as equine (horse) equipment, expand rodeo equipment
sales, and continue to emphasize its special product sales has allowed for sales
to increase while realizing a relatively flat cattle market. Sales increased at
the Eagle plant to $2,084,040 for the nine months ended March 31, 1999 as
compared to $1,824,090 for the same period of 1998. Sales at W-W Manufacturing
(Dodge City plant) decreased to $4,857,163 from $5,128,060 for the same nine
month period ended March 31, 1999 and 1998 respectively. The livestock equipment
segment did feel a slight slow down of sales during the normal holiday period
and into January and February, however, orders have increased significantly
during late winter and early spring. Based on present conditions, the Company
anticipates sales and profits to remain strong throughout fiscal 1998-1999. The
Company is presently working on several new products to be introduced during the
spring and fall markets. Product improvements to existing products have been
made including squeeze chutes and headgates which have been another factor in
the recent increase in sales. These improvements and new product introductions
have allowed the Company to gain acceptance with new customers, and into markets
not normally serviced by the Company. The Company is currently negotiating with
several new customers to take on the Company product line and has seen strong
interest at trade shows from new customers not presently carrying our product
line. The east coast market serviced by Eagle continues to show improvement, as
this market continues to accept and appreciate a higher quality of equipment,
replacing the lighter weight products previously offered in this market. The
cow-calf operator, which is the largest segment of the eastern market, has
learned the value in having heavy working equipment. The eastern market has seen
the most significant improvements in the rodeo and equine equipment lines based
on present market conditions. The livestock handling equipment segment should
see strong sales and improved profits throughout the balance of the current
fiscal year.
8
Gross margins started to show improvement for the three month period of January
through March of 1999 as compared to the same period of 1998. However, margins
for the nine months ended March 31, 1999 decline to 17.1% as compared to 18.4%
for the same period of 1998. The nine month decline is due to a sluggish start
in the livestock equipment segment during the first six months of the year, and
an overall decline in the water and environmental segment.
The gross profit margin in the livestock segment has declined from 19.6% for the
nine months ended March 31, 1998 to 17.8% in 1999. This decline was due to a
poor cattle market in the beginning of the current fiscal year and poor
production efficiencies at the Dodge City plant. Margins and operating profits
continue to improve at the Eagle plant showing an improved gross profit to
$291,760 for the nine months ended March 31, 1999 as compared to $238,977 for
the same period of 1998. Operating profits for the nine months ended March 31,
1999 were relatively the same as compared to the same period of 1998. This is
due to an increased allocation of selling expenses previously absorbed by the
Dodge City plant. Had these expense allocations remained the same as in previous
years, operating profits would have improved. While overall operating profits in
the livestock equipment segment have fallen to $183,166 for the nine months
ended March 31, 1999 as compared to $323,333 for the same period of 1998,
profits improved for the three month period of January through March of 1999 as
compared to the same three month period of 1998. The steps being taken to deal
with the labor shortages in Dodge City have lead to improved production
efficiencies which has lead to the improved margins and profits for the past
three months ended March 31, 1999.
Gross margins in the water and environmental segment decreased from 16.4% in
1998 to 15.3% in 1999. This decrease is due to increased cost of labor and
materials in the production of Titan's manufactured products. Profits in the
water and environmental segment have slightly decreased to $52,208 for the nine
months ended March 31, 1999 as compared to $66,785 for the same period of 1998.
Presently, the Company is seeking other high margin products and reviewing other
ways to reduce manufacturing cost to enable margins to improve to previous year
levels. While Titan normally realizes a downturn during the third quarter of
each fiscal year, the steps taken to reduce this downturn have helped to
maintain at least break-even sales and margin levels for the quarter. Titan is
continuing to develop markets and products that will improve sales during this
slow period , therefore allowing the Company to be profitable during all periods
of the year.
Selling expenses as a percentage of sales increased from 7.8% in 1998 to 8.2% in
1999. While this increase is only slight, it shows a trend that the Company is
going to increase its efforts to gain market share in both segments. This
increase is due to the increased cost of marketing new products developed by
both segments of the Company. Increased cost is being realized in travel cost
and product literature in relation to the new products developed. Other expenses
such as trade show expense has shown increases due to the increasing expenses of
attending these shows. The efforts of expanding market areas has also increased
selling expenses and will continue to increase as aggressive efforts to expand
market share are realized. Management will continue to evaluate selling expenses
to find ways to keep costs in line, as we continue to grow with new products and
market share.
General and administrative expenses decreased $48,020 for the nine months ended
March 31, 1999. The decrease as a percentage of sales went from 9.0% in 1998 to
8.1% in 1999. This decrease is due to lower expenses realized in the livestock
equipment segment and at corporate headquarters. General and administration
expenses remained fairly steady in the water and environmental segment,
9
but actually decreased as a percentage of sales due to the increase in sales in
this segment. The Company is continually seeking ways of lowering general and
administration expense through the use of centralization, job realignment, and
line-by-line expense reductions.
Interest expense continues to decline as overall borrowing is reduced. Interest
expense decreased to $223,731 during the nine month period ended March 31, 1999
as compared to $256,946 for the comparable period of 1998. With the new banking
arrangement reached during the second quarter with Norwest Business Credit, the
Company has seen lower costs associated with this arrangement. As profits
continue and cash flow improves, the Company plans to reduce debt, therefore
reducing overall interest expense.
(B) Liquidity and Capital Resources
-------------------------------
The Company incurred a loss of $64,338 for the nine months ended March 31, 1999
compared to a profit of $1,058 for the same period of 1998. However, the three
month period of January 1 through March 31, 1999 showed a profit of $39,879 as
compared to $15,447 for the same period of 1998. A substantial portion of the
year-to-date loss from operations was incurred during the first half of the
current fiscal year. The Company continues to maintain a positive cash flow of
$188,890, even with sustaining a loss for the nine months. With orders improving
during the spring markets and strong market conditions existing, the Company
anticipates returning to profitability during the last quarter of the fiscal
year. The Company had net cash provided from operations of $163,305 as a result
of an increase in inventories, other assets and an increase in accounts payable.
The Company used cash in investing activities for the purchase of new property
and equipment, and a reduction in other notes receivable. Cash used in financing
activity resulted in a net decrease in borrowings of $260,271 for the nine
months ended March 31, 1999, and anticipates overall debt to continue to
decrease over the balance of fiscal 1999. In November 1998, management
successfully completed new banking arrangements with Norwest Business Credit of
Denver. This will allow the Company the necessary capital to continue to grow
and meet its obligations. The details of the arrangement calls for a three-year
commitment from the bank of various revolving lines and an equipment line for
purchase of equipment.
To give W-W Manufacturing the opportunity to grow and eliminate its
manufacturing and labor deficiencies, management has entered into a
letter-of-intent agreement to move the Dodge City location to Thomas, Oklahoma.
The agreement calls for the construction of a new 75,000 sq. foot manufacturing
facility. The facility will be owned by the City of Thomas and financed through
various federal, state, and local grants as well as low interest loans over a
twenty year period. The Company will receive various state and local tax
incentives and the cost of moving to be provided by the City of Thomas.
Management believes the final agreement will be signed in the spring of 1999
with the expected move date to be December of 1999.
Management believes that with net cash provided from cash flow, available lines
of credit, and funds provided from earnings, it will have adequate sources to
meet its current obligations.
10
PART II
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
Not Applicable
ITEM 2. CHANGES IN SECURITIES
---------------------
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not Applicable
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------
Not Applicable
ITEM 5. OTHER INFORMATION
-----------------
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit 27 Financial Data Schedule
11
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
W W CAPITAL CORPORATION
(Registrant)
Dated: May 17, 1999 By: /s/ Steve D. Zamzow
----------------------------------
Steve D. Zamzow, President & CEO
Dated: May 17, 1999 By: /s/ Mike Dick
-----------------------------------
Mike Dick, Controller